---

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from        to

Commission File Number 000-23541

NANOGEN, INC.(Exact name of Registrant as specified in its charter)

Delaware

33-0489621(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)10398 Pacific Center Court,
San Diego, CA

92121(Address of principal executive offices)

(Zip code)


(858) 410-4600(Registrant's telephone number, including area code)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ý    NO o

As of August 12, 2002, 21,942,999 shares of the Registrant's Common Stock were outstanding.

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NANOGEN, INC.  FORM 10-Q  INDEX

|              |  |                                                                                                 |  | Page
|------------- |  | ----------------------------------------------------------------------------------------------- |  | ----
|PART I.       |  | FINANCIAL INFORMATION                                                                           |  |     
|Item 1.       |  | Financial Statements:                                                                           |  |     
|              |  | Consolidated Balance Sheets at June 30, 2002 and December 31, 2001                              |  | 3   
|              |  | Consolidated Statements of Operations for the Three and Six Months ended June 30, 2002 and 2001 |  | 4   
|              |  | Consolidated Statements of Cash Flows for the Six Months ended June 30, 2002 and 2001           |  | 5   
|              |  | Notes to Consolidated Financial Statements                                                      |  | 6   
|Item 2.       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations           |  | 13  
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk                                      |  | 30  
|PART II:      |  | OTHER INFORMATION                                                                               |  |     
|Item 1.       |  | Legal Proceedings                                                                               |  | 31  
|Item 2.       |  | Changes in Securities                                                                           |  | 31  
|Item 4.       |  | Submission of Matters to a Vote of Security Holders                                             |  | 31  
|Item 6.       |  | Exhibits and Reports on Form 8-K                                                                |  | 32  
|SIGNATURES    |  | 33                                                                                             
|EXHIBIT INDEX |  | 34                                                                                             

2

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PART I. FINANCIAL INFORMATION  Item 1. Financial Statements  NANOGEN, INC.  CONSOLIDATED BALANCE SHEETS  (in thousands, except share data)

|                                                |                                                                                                                                                                           | June 30,
2002               |        | December 31,
2001 |       
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------ | ----------------- | ------
|
|ASSETS                                          |                                                                                                                                                                           |                             |        |                   |       
|Current assets:                                 |                                                                                                                                                                           |                             |        |                   |       
|                                                | Cash and cash equivalents                                                                                                                                                 |                             | $      | 11,089            |       
|                                                | Short-term investments                                                                                                                                                    |                             |        | 40,638            |       
|                                                | Receivables, net                                                                                                                                                          |                             |        | 2,189             |       
|                                                | Inventories, net                                                                                                                                                          |                             |        | 5,220             |       
|                                                | Other current assets                                                                                                                                                      |                             |        | 2,266             |       
|                                                |                                                                                                                                                                           |                             |        |                   |       
|                                                |                                                                                                                                                                           | Total current assets        |        |                   | 61,402
|Property and equipment, net                     |                                                                                                                                                                           |                             | 5,391  |                   |       
|Acquired technology rights, net                 |                                                                                                                                                                           |                             | 5,365  |                   |       
|Other assets, net                               |                                                                                                                                                                           |                             | 1,030  |                   |       
|Restricted cash                                 |                                                                                                                                                                           |                             | 114    |                   |       
|                                                |                                                                                                                                                                           |                             |        |                   |       
|                                                |                                                                                                                                                                           | $                           | 73,302 |                   | $     
|                                                |                                                                                                                                                                           |                             |        |                   |       
|LIABILITIES AND STOCKHOLDERS' EQUITY            |                                                                                                                                                                           |                             |        |                   |       
|Current liabilities:                            |                                                                                                                                                                           |                             |        |                   |       
|                                                | Accounts payable                                                                                                                                                          |                             | $      | 1,073             |       
|                                                | Accrued liabilities                                                                                                                                                       |                             |        | 5,056             |       
|                                                | Deferred revenue                                                                                                                                                          |                             |        | 353               |       
|                                                | Current portion of capital lease obligations                                                                                                                              |                             |        | 890               |       
|                                                |                                                                                                                                                                           |                             |        |                   |       
|                                                |                                                                                                                                                                           | Total current liabilities   |        |                   | 7,372 
|Capital lease obligations, less current portion |                                                                                                                                                                           |                             | 1,256  |                   |       
|Other long-term liabilities                     |                                                                                                                                                                           |                             | 1,662  |                   |       
|                                                |                                                                                                                                                                           |                             |        |                   |       
|                                                |                                                                                                                                                                           | Total long-term liabilities |        |                   | 2,918 
|Minority interest in consolidated subsidiary    |                                                                                                                                                                           |                             | 2,990  |                   |       
|Stockholders' equity:                           |                                                                                                                                                                           |                             |        |                   |       
|                                                | Convertible preferred stock, $.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at June 30, 2002 and December 31, 2001                        |                             |        |                  |       
|                                                | Common stock, $.001 par value, 50,000,000 shares authorized; 21,942,999 and 21,616,172 shares issued and outstanding at June 30, 2002 and December 31, 2001, respectively |                             |        | 22                |       
|                                                | Additional paid-in capital                                                                                                                                                |                             |        | 199,380           |       
|                                                | Accumulated other comprehensive income                                                                                                                                    |                             |        | 1,252             |       
|                                                | Deferred compensation                                                                                                                                                     |                             |        | (153              | )     
|                                                | Notes receivable from officers                                                                                                                                            |                             |        | (1,013            | )     
|                                                | Accumulated deficit                                                                                                                                                       |                             |        | (139,466          | )     
|                                                |                                                                                                                                                                           |                             |        |                   |       
|                                                |                                                                                                                                                                           | Total stockholders' equity  |        |                   | 60,022
|                                                |                                                                                                                                                                           |                             |        |                   |       
|                                                |                                                                                                                                                                           | $                           | 73,302 |                   | $     
|                                                |                                                                                                                                                                           |                             |        |                   |       

See
accompanying notes.

3

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NANOGEN, INC.  CONSOLIDATED STATEMENTS OF OPERATIONS  (unaudited)  (in thousands, except per share data)

|                                                                        |                                            | Three months ended June 30, |        | Six months ended June 30, |  
|----------------------------------------------------------------------- | ------------------------------------------ | --------------------------- | ------ | ------------------------- | -
|
|Revenues:                                                               |                                            |                             |        |                           |  
|                                                                        | Sales                                      |                             | $      | 1,104                     |  
|                                                                        | Sponsored research                         |                             |        | 313                       |  
|                                                                        | Contracts and grants                       |                             |        | 534                       |  
|                                                                        |                                            |                             |        |                           |  
|Total revenues                                                          |                                            |                             | 1,951  |                           |  
|Operating expenses:                                                     |                                            |                             |        |                           |  
|                                                                        | Cost of product sales                      |                             |        | 836                       |  
|                                                                        | Research and development                   |                             |        | 4,575                     |  
|                                                                        | Selling, general and administrative        |                             |        | 5,744                     |  
|                                                                        | Litigation and settlement of patent matter |                             |        |                          |  
|                                                                        |                                            |                             |        |                           |  
|Total operating expenses                                                |                                            |                             | 11,155 |                           |  
|                                                                        |                                            |                             |        |                           |  
|Loss from operations                                                    |                                            |                             | (9,204 | )                         |  
|Interest income, net                                                    |                                            |                             | 556    |                           |  
|Other income (loss)                                                     |                                            |                             | 127    |                           |  
|                                                                        |                                            |                             |        |                           |  
|Net loss                                                                |                                            | $                           | (8,521 | )                         | $
|                                                                        |                                            |                             |        |                           |  
|Net loss per sharebasic and diluted                                    |                                            | $                           | (0.39  | )                         | $
|                                                                        |                                            |                             |        |                           |  
|Number of shares used in computing net loss per sharebasic and diluted |                                            |                             | 21,650 |                           |  
|                                                                        |                                            |                             |        |                           |  

See
accompanying notes.

4

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NANOGEN, INC.  CONSOLIDATED STATEMENTS OF CASH FLOWS  (unaudited)  (in thousands)

|                                                                     |                                                                                  | Six months ended June 30,                                  |                    
|-------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------------- | -------------------
|
|Operating activities:                                                |                                                                                  |                                                            |                    
|                                                                     | Net loss                                                                         |                                                            | $                  
|                                                                     | Adjustments to reconcile net loss to net cash used in operating activities:      |                                                            |                    
|                                                                     |                                                                                  | Accrual for settlement of litigation                       |                    
|                                                                     |                                                                                  | Depreciation and amortization                              |                    
|                                                                     |                                                                                  | Amortization (accretion) related to short-term investments |                    
|                                                                     |                                                                                  | Stock-based compensation expense                           |                    
|                                                                     |                                                                                  | Interest capitalized on notes receivables from officers    |                    
|                                                                     |                                                                                  | Minority interest in loss of consolidated subsidiary       |                    
|                                                                     |                                                                                  | Gain on sale of short-term investments                     |                    
|                                                                     |                                                                                  | Changes in operating assets and liabilities:               |                    
|                                                                     |                                                                                  |                                                            | Receivables        
|                                                                     |                                                                                  |                                                            | Inventories        
|                                                                     |                                                                                  |                                                            | Other assets       
|                                                                     |                                                                                  |                                                            | Accounts payable   
|                                                                     |                                                                                  |                                                            | Accrued liabilities
|                                                                     |                                                                                  |                                                            | Deferred revenue   
|                                                                     |                                                                                  |                                                            |                    
|Net cash used in operating activities                                |                                                                                  |                                                            | (13,550            
|Investing activities:                                                |                                                                                  |                                                            |                    
|                                                                     | Purchase of short-term investments                                               |                                                            |                    
|                                                                     | Proceeds from sale and maturities of short-term investments                      |                                                            |                    
|                                                                     | Purchase of equipment                                                            |                                                            |                    
|                                                                     | Purchase of technology rights                                                    |                                                            |                    
|                                                                     |                                                                                  |                                                            |                    
|Net cash provided by (used in) investing activities                  |                                                                                  |                                                            | 14,181             
|Financing activities:                                                |                                                                                  |                                                            |                    
|                                                                     | Principal payments on capital lease obligations, net                             |                                                            |                    
|                                                                     | Issuance of common stock, net of repurchases                                     |                                                            |                    
|                                                                     | Proceeds from restricted cash balances                                           |                                                            |                    
|                                                                     |                                                                                  |                                                            |                    
|Net cash used in financing activities                                |                                                                                  |                                                            | (361               
|                                                                     |                                                                                  |                                                            |                    
|Effect of exchange rate changes                                      |                                                                                  |                                                            | 364                
|                                                                     |                                                                                  |                                                            |                    
|Net increase (decrease) in cash and cash equivalents                 |                                                                                  |                                                            | 634                
|Cash and cash equivalents at beginning of period                     |                                                                                  |                                                            | 10,455             
|                                                                     |                                                                                  |                                                            |                    
|Cash and cash equivalents at end of period                           |                                                                                  | $                                                          | 11,089             
|                                                                     |                                                                                  |                                                            |                    
|Supplemental disclosure of cash flow information:                    |                                                                                  |                                                            |                    
|                                                                     | Interest paid                                                                    |                                                            | $                  
|                                                                     |                                                                                  |                                                            |                    
|Supplemental schedule of noncash investing and financing activities: |                                                                                  |                                                            |                    
|                                                                     | Equipment acquired under capital leases                                          |                                                            | $                  
|                                                                     |                                                                                  |                                                            |                    
|                                                                     | Unrealized gain (loss) on short-term investments                                 |                                                            | $                  
|                                                                     |                                                                                  |                                                            |                    
|                                                                     | Accrued fee for purchase of technology rights                                    |                                                            | $                  
|                                                                     |                                                                                  |                                                            |                    
|                                                                     | Common stock issued in connection with purchase of license rights                |                                                            | $                  
|                                                                     |                                                                                  |                                                            |                    
|                                                                     | Common stock issued in connection with employee benefit plan, net of forfeitures |                                                            | $                  
|                                                                     |                                                                                  |                                                            |                    
|                                                                     | Options issued to non-employees                                                  |                                                            | $                  
|                                                                     |                                                                                  |                                                            |                    

See accompanying notes.

5

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NANOGEN, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)  June 30, 2002

1.    Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. The consolidated balance sheet as of
June 30, 2002, consolidated statements of operations for the three and six months ended June 30, 2002 and 2001, and the consolidated statements of cash flows for the six months ended
June 30, 2002 and 2001 are unaudited, but include all adjustments (consisting of normal recurring adjustments) which the Company considers necessary for a fair presentation of the financial
position, results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2002 shown herein are not necessarily indicative
of the results that may be expected for the year ending December 31, 2002.

For
more complete financial information, these financial statements, and notes thereto, should be read in conjunction with the audited consolidated financial statements for the year
ended December 31, 2001 included in the Nanogen, Inc. Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange
Commission.



The Company computes net loss per share in accordance with SFAS No. 128, "Earnings per Share." Under the provisions of SFAS No. 128, basic net
income (loss) per share is computed by dividing the
net income (loss) available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by
dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period and dilutive common shares outstanding computed using the treasury stock
method. The weighted average common shares outstanding during the period does not include those shares issued pursuant to the exercise of stock options prior to vesting and shares issued under the
Company's 401K benefit plan prior to vesting. Due to the losses incurred by the Company during the three and six months ended June 30, 2002 and 2001, common stock equivalents resulting from the
assumed exercise of outstanding stock options and warrants have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive.



In July 2001, the Financial Accounting Standards Board ("FASB") issued FASB Statements Nos. 141 and 142 (FAS 141 and FAS 142), "Business
Combinations" and "Goodwill and Other Intangible Assets." FAS 141 replaces APB 16 and eliminates pooling-of-interests accounting prospectively. It also provides guidance
on purchase accounting related to the recognition of intangible assets and accounting for negative goodwill. FAS 142 changes the accounting for goodwill from an amortization method to an
impairment-only approach. Under FAS 142, goodwill will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired. FAS 141 and
FAS 142 are effective for all business combinations completed after June 30, 2001. Upon adoption of FAS 142, amortization of goodwill recorded for business combinations
consummated prior to July 1, 2001 will cease, and intangible assets acquired prior to July 1, 2001 that do not meet the criteria for recognition under

6

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FAS 141 will be reclassified to goodwill. Companies are required to adopt FAS 141 and 142 beginning in fiscal 2002. The adoption of these standards did not result in a material impact
on the Company's results of operations and financial position.

In
August 2001, the FASB issued FAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." FAS 144 replaces FAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The FASB issued FAS 144 to establish a single accounting model, based on the
framework established in FAS 121, as FAS 121 did not address the accounting for a segment of a business accounted for as a discontinued operation under APB 30, "Reporting The Results of
OperationsReporting The Effects of Disposal of a Segment of a Business, and Extraordinary Unusual and Infrequently Occurring Events and Transactions." FAS 144 also resolves
significant implementation issues related to FAS 121. Companies are required to adopt FAS 144 for fiscal years beginning after December 15, 2001, but early adoption is permitted.
The adoption of these standards did not have a material impact on the Company's results of operations and financial position.

In
June 2002, the Financial Accounting Standards Board issued Statement No. 146, or SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal." SFAS
No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The principal difference between Statement 146 and Issue 94-3 relates to Statement 146's requirements for recognition of a liability
for a cost associated with an exit or disposal activity. Statement 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred.
Under Issue 94-3, a liability for an exit cost as generally defined in Issue 94-3 was recognized at the date of an entity's commitment to an exit plan. The provisions of this
Statement 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. We do not expect that the adoption of SFAS
No. 146 will have a material impact on the consolidated financial statements.

2.    Inventories

Inventories consist of the following (in thousands):

June 30,
2002

December 31,
2001(unaudited)Raw materials

$
1,252

$
796Work in process


1,110


1,436Finished goods


4,793


3,9567,155


6,188Reserve for excess and obsolete


(1,935
)

(1,500
)$
5,220

$
4,688


Finished
goods includes $2.9 million and $2.0 million of NanoChip® Molecular Biology Workstations ("NanoChip® Workstations") at June 30, 2002
and December 31, 2001, respectively, that are installed at customer sites where title has not transferred to the customer. The majority of these instruments are placed at customer sites under
Development Site Agreements. Under these arrangements a NanoChip®
Workstation is placed at a customer site for a period normally between six and twelve months for the purpose of developing content and optimizing assays which may result in the creation or enhancement
of intellectual property that the Company may license in the future. The

7

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customer has the option to purchase the NanoChip® Workstation during the period of the arrangement or at its expiration. The Company classifies this inventory as consignment inventory and
includes this within finished goods. The Company accrues refurbishment costs for each unit included in consignment inventory for the purpose of resale in the event the unit is returned under this
arrangement. In addition, the Company has recorded a reserve related to the older production units which may be deemed obsolete or sold to the customer at a discount due to the depreciation of the
unit during the development site period. This reserve totaled $1.4 million and $982,000 at June 30, 2002 and December 31, 2001, respectively.

The
Company's manufacturing agreement with Hitachi, Ltd. ("Hitachi") requires that the Company provide annual purchase commitments to Hitachi for NanoChip®
Workstations. As of June 30, 2002, the Company had commitments to purchase approximately $3.1 million in NanoChip® Workstations through March 31, 2003. At
June 30, 2002, the inventory under our purchase commitment with Hitachi is within our expected usage levels based upon current and estimated future demands.

3.    Licensed Technology

The Company has acquired various licenses to technologies which are incorporated into certain of the Company's current products or products under development. The
Company capitalizes fees paid in conjunction with the acquisition of these licenses and amortizes them over the expected life of the product. In June 2002, the Company issued 254,151 shares of
the Company's common stock valued at $750,000 to a licensor in exchange for license rights. In April 2002, the Company issued a warrant exercisable through April 12, 2007 to purchase
50,000 shares of the Company's common stock at a per share price of $4.10, the fair market value on the effective date of the agreement. The warrant has a term of five years, and was issued in return
for license rights.

4.    Comprehensive Loss

SFAS No. 130, Reporting Comprehensive Income, requires the Company to report, in addition to net income (loss), comprehensive income (loss) and its
components. A summary is as follows (in thousands):

Three months ended June 30,

Six months ended June 30,2002

2001

2002

2001Comprehensive loss:Net unrealized gain/(loss)

$
(127
)
$
36

$
(627
)
$
862Cumulative currency translation adjustment


479





626


Net loss


(8,521
)

(11,750
)

(16,053
)

(18,029
)Comprehensive loss

$
(8,169
)
$
(11,714
)
$
(16,054
)
$
(17,167
)


5.    Collaborative Alliances

Hitachi, Ltd.

In January 2000, the Company executed an agreement with Hitachi, Ltd., effective as of December 15, 1999, for the full-scale
commercial manufacturing and distribution of the NanoChip® Molecular Biology Workstation in specified research markets. Hitachi, Ltd.'s Instrument Group

8

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provides technology and technical support to aid in the manufacturing of the NanoChip® Molecular Biology Workstation's components.

Hitachi, Ltd.
has the right to be the sole distributor of Hitachi, Ltd. produced NanoChip® Molecular Biology Workstations in Japan. Hitachi, Ltd. also
has the non-exclusive right to distribute NanoChip® Cartridges in Japan. Under this arrangement, the Company receives a royalty for NanoChip® Molecular Biology
Workstations sold by Hitachi, Ltd. in Japan. The Company retains the right to distribute, directly or through others, Hitachi, Ltd. produced NanoChip® Molecular Biology
Workstations outside of Japan. In addition, the Company manufactures NanoChip® Cartridges at its San Diego, California facility for distribution worldwide. The Company also retains the
right to form other manufacturing and distribution agreements.

In
July 2000, the Company executed a ten-year agreement with Hitachi, Ltd., Nissei Sangyo Co. Ltd. and Hitachi Instruments Service Co. Ltd. of
Japan (collectively, "Hitachi") to develop, manufacture and distribute additional potential products based on the parties' proprietary technologies, potentially including, among other things,
reduced-size instruments for genetic testing, integrated amplification and point-of-care detection. The agreement provides that the parties will jointly determine
which projects to prioritize over the term of the agreement. The agreement may be terminated before its expiration by either party, subject to certain restrictions. Pursuant to the terms of the
agreement, Hitachi and the Company each may contribute, toward the research and development efforts of the Company, up to $28.5 million in cash over the ten-year period. At a
minimum the Company is required to contribute on an annual basis funding for its own general technology development in an amount equal to or greater than payments made by Hitachi. In addition, the
Company is liable to repay to Hitachi fifty percent of all funding provided by Hitachi over an indefinite period of time. Payment amounts are determined as a percentage of the Company's gross
NanoChip® Cartridge sales until the liability is paid in full. Furthermore, Hitachi made an equity investment in the Company by purchasing 74,590 shares of the Company's common stock worth
approximately $2.0 million pursuant to a private sale by the Company based on a per share price of $26.813 (the fair market value as of the signing date of the Hitachi agreement). Hitachi has
the right to be the exclusive distributor of collaboration products in Japan and, based upon the attainment of minimum sales targets to be mutually agreed upon, in other Asian countries. The Company
retains the exclusive right to distribute collaboration products outside of these countries.

Sponsored
research revenue recognized under this agreement totaled $313,000 and $626,000 for the three and six months ended June 30, 2002, respectively, and $250,000 and $500,000
for the three and six months ended June 30, 2001, respectively. In accordance with SFAS No. 68, the Company records sponsored research revenue under this arrangement as expenses are
incurred not exceeding scheduled payments under the agreement. The amount owed to Hitachi for proceeds received under this agreement was $1.6 million at June 30, 2002 and
December 31, 2001. The Company records a long-term liability for fifty percent of the funds received from Hitachi upon the receipt of such funds. The current portion of the
long-term liability remains immaterial as payment amounts due under this obligation are determined as a percentage of the Company's gross NanoChip® Cartridge sales which have
not been significant to date, as such, the entire balance of this liability is classified as long-term.



In September 1999, the Company entered into two technology development programs with Aventis Research and Technologies, an affiliate of Hoechst AG
("Aventis"), which focused on the development
of gene expression tools utilizing electronic bioarrays and the development of high throughput screening tools for kinase analyses. In total, the two programs provided $11.9 million in funding
to the

9

---

Company through December 31, 2001. Under these programs, the Company demonstrated quantitative, multiplexed and reliable gene expression monitoring on a Nanogen electronic microarray system.
Additionally, the Company delivered an electronic hybridization-based gene expression prototype detection system as well as a prototype system for analyzing protein kinases. This prototype system was
sold during the fourth quarter of 2001 to an affiliate of Aventis. All project milestones established under these arrangements were completed as of December 31, 2001 at which time the
agreements expired. The Company does not expect to receive additional funding for these projects.

Revenue
was primarily recognized under these agreements as expenses were incurred, and totaled $1.8 million and $3.9 million for the three and six months ended
June 30, 2001. No revenue was recognized during 2002 as these projects were completed as of December 31, 2001.

In
June 2001, the Company entered into agreements with Aventis to create a new company, Nanogen Recognomics GmbH ("Nanogen Recognomics"). The company was established to develop
new products and applications for the NanoChip® System. Nanogen Recognomics is sixty percent owned by the Company and forty percent owned by Aventis and is based in Frankfurt, Germany.
Aventis provided the first $5 million of funding for the operations of the new company and also contributed intellectual property in the form of eighteen patents (recorded based on the
estimated fair value at the date of the agreement). The Company is required to spend an aggregate of $5.5 million, at the rate of $1.1 million per year beginning April 1, 2001,
for its own general technology development which benefits the commercialization and development of potential Nanogen Recognomics products. In addition, Nanogen Recognomics will own several patent
applications filed jointly by the Company and Aventis. The Company has licensed certain aspects of its NanoChip® technology to the new company and will seek to commercialize new products
and applications developed by Nanogen Recognomics. Aventis retains the right to utilize the former Aventis patent portfolio in fields outside of Nanogen Recognomics. In conjunction with the agreement
to form Nanogen Recognomics, the Company issued a warrant to Aventis to purchase 315,863 shares of common stock exercisable through July 17, 2006 at an agreed upon price of $9.828 per share.
The value of this warrant, as determined by the Black-Scholes valuation model, was equal to $1.2 million, is included in other assets in the accompanying consolidated financial statements and
is being amortized over a two and a half year period, the estimated period for which the $5 million in funding will provide for operating expenses.

The
results of operations for Nanogen Recognomics are fully consolidated in the financial statements included herein, as such, there is no off-balance sheet component. The
total operating loss of Nanogen Recognomics is reflected as a reduction of the "minority interest in consolidated subsidiary" liability account and totaled $422,000 and $983,000 for the three and six
months ended June 30, 2002, respectively, and none for the three and six months ended June 30, 2001, respectively.

6.    Litigation

In July 2001, the Company entered into a settlement agreement with Motorola, Genometrix, and MIT concluding the declaratory judgment action by the Company
against Motorola, Genometrix and MIT and Motorola's counterclaim against the Company. In connection with the settlement, the Company has secured a license from Motorola to certain claims of the "939
Patent. In exchange, the Company made a one-time payment of $2.5 million in cash and issued 416,666 shares of the Company's common stock (valued at approximately $2.5 million
based upon a per share price of $6.00, the fair market value on the date of settlement) to the parties involved. The settlement does not include any cross-licensing provisions of the Company's
technology to Motorola, Genometrix or MIT. The lawsuit and the counterclaim have now been dismissed. For the three and six months ended June 30, 2001

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costs associated with the litigation of the Motorola patent matter totaled $5.5 million and $6.3 million, respectively.

In
November 2000, the Company filed a complaint against CombiMatrix Corp. ("CombiMatrix") and Dr. Donald Montgomery in the United States District Court for the Southern
District of California. Dr. Montgomery is a former company employee now affiliated with CombiMatrix. The Company's complaint alleges that the naming of Dr. Montgomery as the sole
inventor on U.S. Patent No. 6,093,302, entitled "Electrochemical Solid Phase Synthesis" (the "302 patent"), and assignment of the "302 patent to CombiMatrix were incorrect and that the
invention was made by company employees. The complaint also alleges that inventions disclosed in the patent were the Company's trade secrets and that CombiMatrix and Dr. Montgomery
misappropriated these trade secrets by their actions, including publishing those trade secrets in patent applications. The Company's complaint seeks correction of inventorship, assignment of rights in
the patent to the Company, an injunction preventing disclosure of trade secrets and damages for trade secret misappropriation.

In
December 2000, CombiMatrix and Dr. Montgomery filed a motion to dismiss the Company's complaint. In January 2001, the motion was denied as to all claims except a
claim for conversion, as to which the motion was granted without prejudice. The Company elected not to amend its complaint as to the conversion claim. In March 2001, CombiMatrix and
Dr. Montgomery answered the Company's complaint, asserted various affirmative defenses and filed a counterclaim for breach of contract against the Company for unspecified damages allegedly
arising from the filing of the complaint at a time when CombiMatrix had announced its intent to make an initial public offering of its shares. The counterclaim asserts that the Company, by filing its
complaint, breached a settlement agreement entered into between the Company and Dr. Montgomery in 1996. In May 2001, the Company filed a motion to dismiss CombiMatrix's counterclaim,
which was denied on July 27, 2001.

In
April 2002, the Company filed a motion for leave to amend its complaint to add a cause of action against Dr. Montgomery for fraudulent inducement to enter into a 1996
settlement agreement with the Company and to add to its claims against CombiMatrix and Dr. Montgomery an additional patent that was recently issued to CombiMatrix. In June 2002, the
court permitted the Company to amend its complaint to include the additional claim and additional patent.

In
July 2002, the Court denied a partial summary judgment motion made by CombiMatrix and Dr. Montgomery relating to certain of the Company's claims. In their motion for
summary judgment, CombiMatrix and Dr. Montgomery argued that certain trade secrets that the Company contends Dr. Montgomery misappropriated were not delineated in the prior settlement
agreement between Dr. Montgomery and the Company, and as a result, the Company was precluded from bringing its claims. The Court, however, disagreed with CombiMatrix's and
Dr. Montgomery's interpretation of the settlement agreement. The Court ruled that the settlement agreement, in which Dr. Montgomery agreed not to misappropriate any of the Company's
trade secrets, was not limited to the specific trade secrets mentioned therein. The Court also rejected CombiMatrix's and Dr. Montgomery's contention that the settlement agreement released
Dr. Montgomery from all claims except for those arising out of that agreement.

No
assurances can be given that the Company will prevail in the lawsuit or that we can successfully defend ourselves against the counterclaim. The Company is expending considerable
financial resources and managerial efforts prosecuting the lawsuit and defending against Dr. Montgomery's and CombiMatrix's counterclaim. The Company may not prevail in the action, which could
have a material adverse effect on the Company if the Court determines that as a result of any action by Nanogen, it must compensate CombiMatrix or Dr. Montgomery for any alleged damages they
suffered as a result. Discovery is currently ongoing in this lawsuit and trial is scheduled for November 2002.

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7.    Subsequent Event

On July 26, 2002, the Compensation Committee of the Board of Directors ("the Compensation Committee") approved the issuance of employee retention options
for 969,500 shares of the Company's common stock. The options were issued to the Company's employees and the employees of the Company's subsidiary, Nanogen Europe B.V. pursuant to the Company's 1997
Stock Incentive Plan, as amended. Each incentive stock option grant will be 50% vested on January 1, 2003 and 50% will vest ratably over the period January 1, 2003 through
July 26, 2004.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

This report includes forward-looking statements about our business and results of operations that are subject to risks and uncertainties that could cause our
actual results to vary materially from those reflected in the forward-looking statements. These risks and uncertainties include possible delays in the introduction of new products, customer acceptance
of existing products, price competition, the actions of competitors, infringement of intellectual property rights and licenses of the Company or others, the effects of government regulation, both
foreign and domestic, availability of funded research and government contracts and grants, preservation of productive relationships with our manufacturer and collaborator Hitachi and our distributors,
ability to manage our capital resources and other factors. Words such as "believes," "anticipates," "plans," "estimates," "future," "could," "may," "should," "expect," "envision," "potentially,"
variations of such words and similar expressions are intended to identify such forward-looking statements. Factors that could cause or contribute to these differences include those discussed below
under the caption "Factors that May Affect Results" and elsewhere in this Quarterly Report on Form 10-Q and which are described in our Annual Report on Form 10-K
for the year ended December 31, 2001. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We disclaim any intent or
obligation to update these forward-looking statements.

Overview

It is our goal to become a leading provider of molecular diagnostic tests. We integrate advanced microelectronics and molecular biology into a core technology
platform with potentially broad and diverse commercial applications. Our primary areas of focus have been in genomics and biomedical research, medical diagnostics, forensics and drug discovery. The
first application we have developed, the NanoChip® System, is an integrated bioassay system consisting of the NanoChip® Molecular Biology Workstation and the
NanoChip® Cartridge. The NanoChip® Workstation is comprised of two automated instruments and the NanoChip® Cartridge, a consumable cartridge, which incorporates a
proprietary microchip (the "NanoChip® Electronic Microarray"). The NanoChip® System provides a flexible tool for the rapid identification and precision analysis of biological
test samples containing charged molecules.

Since
commencing operations in 1993, we have applied substantially all of our resources to our research and development programs. We have incurred losses since inception and, as of
June 30, 2002, had an accumulated deficit of $139.5 million. We expect to continue to incur significant losses over at least the next few years as we attempt to further commercialize our
products as well as expand the menu of applications for our current products.

We
introduced our first two products into the marketplace in 2000, and our third product in March 2002. While we recognized revenue from product sales during the years ended
December 31, 2001 and 2000, our main sources of revenues during these fiscal years were payments under our sponsored research agreements, contracts and grants. However, during the three and six
months ended June 30, 2002 our revenue base has begun to shift from primarily sponsored research revenues to product revenues. We anticipate that this shift in our revenue base will continue as
we introduce new products to the marketplace and if our instrument and consumable revenues grow. We believe our future operating results may be subject to quarterly fluctuations due to a variety of
factors, including, but not limited to, market acceptance of the NanoChip® System and potential products under development, the type of acquisition program our potential customers may
choose, whether and when new products, such as the Analyte Specific Reagent ("ASR") for Cystic Fibrosis are successfully developed and introduced by us or our competitors, and the achievement of
milestones under our collaborative agreements with Hitachi and various government agencies. The recognition of revenue under contracts, grants and sponsored research agreements will be subject to
significant fluctuations in

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both timing and amount and therefore our results of operations for any period may not be comparable to the results of operations for any other period.



This Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, we evaluate our estimates and judgements, including those related to bad debts, inventories, investments, intangible assets, service obligations,
contingencies and litigation. We base our estimates and judgements on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may
differ from these estimates under different assumptions or conditions.

We
believe the following critical accounting policies, among others, affect our more significant judgements and estimates used in the preparation of our consolidated financial
statements:

Revenue recognition

Revenue from the sale of NanoChip® Molecular Biology Workstations and of NanoChip® Cartridges is generally recognized upon shipment
(f.o.b. shipping point) and transfer of title. In transactions where a
right-of-return exists, revenue is deferred until acceptance has occurred and the period for the right-of-return has lapsed. The NanoChip®
Molecular Biology Workstation is generally sold with a one year maintenance contract. The fair value of the maintenance service is recorded as deferred revenue and recognized ratably over the
maintenance period included in the customer contract. The fair value of the maintenance service is determined based on the cost of the service plus an industry accepted profit margin for comparable
service on similar types of products. We provide for the estimated cost of product maintenance at the time revenue is recognized. We also recognize revenue from the sale of our NanoChip®
System under reagent rental transactions whereby customers pay a premium for our consumable products over a number of years that is intended to cover the sales price of the NanoChip®
Workstation. Under these arrangements, the customer typically commits to purchasing a fixed number of consumable products on a periodic basis. Revenue under reagent rental transactions is recognized
as consumable products are shipped or consumed, over a period of generally two to five years, depending on the specific customer arrangement. We also offer our NanoChip® Molecular Biology
Workstations to customers under programs, such as Development Site arrangements, where title of the NanoChip® Workstation does not transfer to the customer. Transactions under these types
of programs do not result in the recognition of revenue, however, if the customer opts to purchase the NanoChip® Workstation at any time, sales revenue is recognized upon receipt of a
purchase order. Sales revenue is subject to fluctuation due to the type of acquisition program our customers may choose.

Sponsored
research and contract and grant revenue are generally recorded as the costs and expenses to perform the research are incurred. Under certain arrangements revenue is recorded
ratably over the term of the arrangement as funding is provided for contractually on a scheduled basis. Payments received in advance under these arrangements are recorded as deferred revenue until the
expenses are incurred. Continuation of certain sponsored research and contracts and grants are dependent upon our achieving specific contractual milestones.

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We maintain reserves for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required.



We reduce the carrying value of our inventory, including NanoChip® Molecular Biology Workstations placed under Development Site arrangements
(consigned inventory), for estimated obsolescence or non-marketability based upon assumptions about future demand, supply, market conditions and new product introductions. We often rely on
our own and third party forecasted demand for various of our
products and the accuracy of such forecasts may depend on a number of factors, including but not limited to, government reports and recommendations for certain genetic testing, regulatory burdens,
competitive products, the nature and effectiveness of our products, the timing and extent of the introduction of our products into the marketplace and other factors. If actual demand, supply or market
conditions are less favorable than those projected by us, additional inventory write-downs may be required.



We have capitalized the costs related to acquired technology rights, such as rights to specific genetic markers, as intangible assets. The determination of
related estimated useful lives and whether or not these assets are impaired involves significant judgments. Changes in strategy and/or market conditions could significantly impact these judgments and
require adjustments to recorded asset balances.

Results of Operations

Product Revenues.For the three and six months ended June 30, 2002 sales totaled $1.1 million and
1.9 million, respectively, compared to $302,000 and $531,000 for the three and six months ended June 30, 2001, respectively. Sales revenue during the three months ended June 30,
2002 included the sale of eight NanoChip® Molecular Biology Workstations as well as sales of NanoChip® Cartridges. Sales revenue for the six months ended June 30, 2002
included the sale of thirteen NanoChip® Molecular Biology Workstations, royalty revenue earned in connection with two NanoChip® Workstations which were sold in Japan by our
distributor, Hitachi, Ltd. and sales of NanoChip Cartridges. Sales revenue during the three months ended June 30, 2001 included the sale of two NanoChip Molecular Biology Workstations
under outright sales transactions as well as sales of NanoChip Cartridges. For the six months ended June 30, 2001, sales revenue included sales of three NanoChip Molecular Biology Workstations
in addition to sales of NanoChip Cartridges. All revenue recorded related to sales of our NanoChip® Molecular Biology Workstation resulted from outright sales transactions where title of
the instrument passed to the customer. We offer our products to customers under several different types of acquisition programs, some of which pass title of the instrument to the customer and some of
which do not pass title to the customer. Our sales revenue may vary from year to year due to, among other things, the types of acquisition programs our potential customers may choose.

Sponsored Research.For the three and six months ended June 30, 2002 revenues from sponsored research totaled $313,000
and $626,000, respectively, compared to $2.1 million and $4.4 million for the three and six months ended June 30, 2001, respectively. Revenues are primarily recorded under these
arrangements as expenses are incurred. Payments received in advance under these arrangements are recorded as deferred revenue until the expenses are incurred. Sponsored research revenue recognized
during the three and six months ended June 30, 2002, represents revenue earned in connection with

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our development agreement entered into in July 2000 with Hitachi. Sponsored research revenue recognized during the three and six months ended June 30, 2001, was primarily earned in
connection with our two technology development programs under our research and development agreement entered into in September 1999 with Aventis, including the sale of two NanoChip Molecular
Biology Workstations to one of the Aventis programs, as well as revenue earned in connection with our development agreement with Hitachi.

All
project milestones established under the research and development agreement entered into in September 1999 with Aventis were completed as of December 31, 2001 at which
time the agreements expired. We do not expect to receive additional funding from Aventis under these programs.

Contracts and Grants.We fund some of our research and development efforts through contracts and grants awarded by various
federal and state agencies. Revenues are recognized under these contracts and grants as expenses are incurred.

Cost of Product Sales and Gross Margins.Cost of product sales totaled $836,000 and $1.4 million for the three and six
months ended June 30, 2002, respectively, compared to $230,000 and $400,000 for the three and six months ended June 30, 2001, respectively. Gross margins on sales revenue were 24% and
27% for the three and six months ended June 30, 2002, respectively, compared to 24% and 25% for the three and six months ended June 30, 2001, respectively. Cost of product sales during
these periods were adversely impacted by underabsorbed overhead costs due to underutilized capacity. The cost per unit of our products remains high, as our volume of production relative to the
available capacity remains low. As we are still in the early stages of commercialization, we expect to continue to incur significant costs associated with excess production capacity within our
manufacturing facility in 2002. Gross margins during these periods were further impacted by sales of NanoChip® Workstations to certain customers under various discount programs. Gross
margins in future periods may additionally be impaired by minimum product royalties or potential adjustments made to reflect the impairment of intangible assets related to products sold.

Research and Development Expenses.For the three and six months ended June 30, 2002, research and development expenses
totaled $4.6 million and $8.9 million, respectively, compared to $4.4 million and $9.2 million for the three and six months ended June 30, 2001, respectively. During
these periods, research and development expenses included the cost of salaries and benefits for scientific, engineering and operations personnel, costs associated with improving and refining our
current products as well as development of potential new products and protocols, lab supplies, consulting, travel, facilities, and other expenditures associated with our research and product
development activities. For the three and six months ended June 30, 2002 research and development activities primarily related to the development of new Analyte Specific Reagents ("ASR's"). The
decrease in research and development costs for the six months ended June 30, 2002 when compared to the same period in 2001, is primarily a result of reduced expenses due to the completion of
our technology development programs with Aventis as of December 31, 2001. We anticipate that we will continue to invest in research and product development at approximately this same level or
potentially higher levels for the foreseeable future.

Selling, General and Administrative Expenses.For the three and six months ended June 30, 2002, selling, general and
administrative expenses totaled $5.7 million and $10.7 million, respectively, compared to $5.4 million and $10.2 million for the three and six months ended June 30,
2001, respectively. Selling, general and administrative expenses include salaries, benefits, consulting, travel and other expenditures related to executive, legal, finance, human resources, sales and
marketing personnel. In addition, these expenses include costs related to enhancing, maintaining and defending our intellectual property portfolio. Selling, general and administrative expenses are
expected to continue at the current level for the foreseeable future as we continue to market and sell our current and potential future products.

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Litigation and Settlement of Patent Matter.For the three and six months ended June 30, 2001, litigation and
settlement of a patent matter totaled $5.5 million and $6.3 million, respectively. In July 2001, a settlement agreement was reached with Motorola, Inc.,
Genometrix, Inc. and the Massachusetts Institute of Technology concluding the declaratory judgment action by us against Motorola, Genometrix and MIT as well as Motorola's counterclaim against
us. In connection with the settlement, we paid a total of $5.0 million to the parties in the form of $2.5 million in cash and 416,666 shares of our common stock (valued at approximately
$2.5 million based upon a per share price of $6.00, the fair market value on the date of settlement). Amounts included for the three and six months ended June 30, 2001 represent fees
associated with the litigation and settlement of this matter. As a settlement was reached in July 2001, there were no expenses related to this matter in 2002.

Interest Income, Net.For the three and six months ended June 30, 2002, net interest income totaled $556,000 and
$1.3 million, respectively, compared to $1.1 million and $2.4 million for the three and six months ended June 30, 2001, respectively. The decrease in net interest income is
a result of lower average cash balances as well as lower yields on outstanding cash balances during the three and six months ended June 30, 2002 compared to the same periods in 2001.

Liquidity and Capital Resources

At June 30, 2002, we had $51.7 million in cash, cash equivalents and short-term investments, compared to $67.5 million at
December 31, 2001. The decrease is primarily due to cash used in operations during the six months ended June 30, 2002.

Net
cash used in operating activities was $13.6 million and $17.1 million for the six months ended June 30, 2002 and 2001, respectively. Cash used for operations
during the six months ended June 30, 2002 was primarily related to costs associated with support of our sales and marketing organization as we continue to market our existing and potential new
products, support of our continuing research and development efforts including development of the Factor V Leiden ASR, Cystic Fibrosis ASR, the
procurement of inventory pursuant to our manufacturing arrangement with Hitachi, Ltd. and legal fees relating to establishing, maintaining and defending our intellectual property portfolio.

Net
cash provided by investing activities was $14.2 million for the six months ended June 30, 2002 compared to cash used by investing activities totaling
$17.6 million for the six months ended June 30, 2001. We purchase short-term investments in order to enhance the yield on our cash balances. These securities mature from time
to time or are sold to fund operating expenses.

We
funded most of our equipment acquisitions and leasehold improvements through capital leasing facilities in previous years and plan to continue this practice in the future. Currently,
our existing financing sources are fully utilized and we are in the process of negotiating new equipment lease facilities.

Our
manufacturing agreement with Hitachi, Ltd. requires that we provide annual purchase commitments to Hitachi for NanoChip® Molecular Biology Workstations. As of
June 30, 2002, we had commitments to purchase approximately $3.1 million in NanoChip® Workstations through March 31, 2003. At June 30, 2002, the inventory under
our purchase commitment with Hitachi is within our expected usage levels based upon our current and estimated future demands.

The
Company is a party to Development Site Agreements with various entities whereby the Company may be obligated to pay license fees or royalties for any customer owned or licensed
intellectual property used to develop any Nanogen commercial products. None of these agreements individually are considered material.

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We expect that our existing capital resources, combined with anticipated revenues from potential product sales, reagent rentals, leases or other types of acquisition programs for the
NanoChip® System, sponsored research agreements, contracts and grants will be sufficient to support our planned operations for at least one year from the date of this filing at our current
rate of expenditures. This estimate of the period for which we expect our available sources of liquidity to be sufficient to meet our capital requirements is a forward-looking statement that involves
risks and uncertainties, and actual results may differ materially. Our future liquidity and capital funding requirements will depend on numerous factors including, but not limited to, commercial
success of our products, or lack thereof, of our current products, the extent to which our products under development are successfully developed and gain market acceptance, the timing of regulatory
actions regarding our potential products, the costs and timing of expansion of sales, marketing and manufacturing activities, prosecution and enforcement of patents important to our business and any
litigation related thereto, the results of clinical trials, competitive developments, and our ability to maintain existing collaborations and to enter into additional collaborative arrangements. We
have incurred negative cash flow from operations since inception and do not expect to generate positive cash flow to fund our operations for at least the next several years. We may need to raise
additional capital to fund our research and development programs, to scale-up manufacturing activities and expand our sales and marketing efforts to support the commercialization of our
products under development. Additional capital may not be available on terms acceptable to us, or at all. If adequate funds are not available, we may be required to curtail our operations
significantly or to obtain funds through entering into collaborative agreements or other arrangements on unfavorable terms. Our failure to raise capital on acceptable terms when needed could have a
material adverse effect on our business, financial condition or results of operations.

Factors That May Affect Results

Our products may not be successfully developed or commercialized, which would harm us and force us to curtail or cease operations.

We are at an early stage of development. We currently have only three products for sale, our NanoChip® Molecular Biology Workstation, our
NanoChip® Cartridge and one Analytic Specific Reagent ("ASR") for Factor V Leiden. All of our other potential products are under development. Our NanoChip® System or our other
products may not be successfully developed or commercialized on a timely basis, or at all. If we are unable, for technological or other reasons, to complete the development, introduction or
scale-up of manufacturing of our new products, or if our products do not achieve a significant level of market acceptance, we would be forced to curtail or cease operations.

We
introduced our first two products into the marketplace in 2000 and our third product in March 2002. As of June 30, 2002 we have sold a total of forty-one
NanoChip® Systems. We also place instruments at various customer sites under Development Site Agreements whereby title of the NanoChip® Molecular Biology Workstation does not
pass to the customer and therefore no revenue is recognized. As of June 30, 2002, we have not yet recognized any revenue from the sale of the ASR for Factor V Leiden.

Our
success will depend upon our ability to continue to overcome significant technological challenges and successfully introduce our products into the marketplace. A number of
applications envisioned by us may require significant enhancements to our basic technology platform. There can be no assurance that we can successfully develop such enhancements.

Lack of market acceptance of our technology would harm us.

We may not be able to develop commercially viable products. Even if we develop a product it may not be accepted in the marketplace. If we are unable to achieve
market acceptance, we will not be able to generate sufficient product revenue to become profitable. We may also be forced to carry greater

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inventories of our products for longer periods than we may have anticipated. If we are unable to sell the inventory of our products in a timely fashion and at anticipated price levels, we may not
become profitable. In addition, we may have to take accounting charges and reduce the value of our product inventory to its net realizable value. Market acceptance will depend on many factors,
including our ability to:



In
addition, our technology platform could be harmed by limited funding available for product and technology acquisitions by our customers, internal obstacles to customer approvals of
purchases of our products and market conditions in general.

Commercialization of some of our potential products depends on collaborations with others. If our collaborators are not successful or if we are unable
to find collaborators in the future, we may not be able to develop these products.

Our strategy for the research, development and commercialization of some of our products requires us to enter into contractual arrangements with corporate
collaborators, joint venture partners, licensors, licensees and others. Our success depends in part upon the performance by these collaboration partners and potential collaboration partners of their
responsibilities under these arrangements. Some collaborators may not perform their obligations as we expect or we may not derive any revenue or other benefits from these arrangements.

We
have collaborative agreements with a developer and manufacturer of instrumentation products and we formed a new company with the research and development subsidiary of a
pharmaceutical company. We do not know whether these collaborations will successfully develop and market any products under our respective agreements. Moreover, some of our collaborators are also
researching competing technologies targeted by our collaborative programs. We may be unsuccessful in entering into other collaborative arrangements to develop and commercialize our products. In
addition, disputes may arise over ownership rights to intellectual property, know-how or technologies developed with our collaborators.

We
currently have agreements with Hitachi that contemplate the commercialization of products resulting from the agreements between the parties. In addition, we have a manufacturing and
distribution agreement with Hitachi. In June 2001 we formed a company, Nanogen Recognomics GmbH, with Aventis Research and Technologies & Co. KG, in which we own 60% of the stock of
Nanogen Recognomics and Aventis R&T owns the remaining 40%. Nanogen Recognomics seeks to combine our NanoChip® technology and Aventis R & T's intellectual property and expertise in
synthetic oligonucleotide chemistry and advanced molecular biology to develop new products and applications for the NanoChip® System. These collaborations may not be successful.

We have a history of net losses. We expect to continue to incur net losses and we may not achieve or maintain profitability.

We began selling our first two products in the second quarter of 2000 and our third product in March 2002, but we did not sell significant quantities of
our first products during fiscal 2000, 2001 or during the six months ended June 30, 2002. From our inception to June 30, 2002, we have incurred cumulative net losses totaling
approximately $139.5 million. Moreover, our negative cash flow and losses from operations will continue for the foreseeable future. We may never generate sufficient

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product revenue to become profitable. We also expect to have quarter-to-quarter fluctuations in revenues, expenses and losses, some of which could be significant. The amount
and timing of product
revenue recognition may depend on whether potential customers for the NanoChip® System choose to enter into title transfer or non-title transfer transactions.

To
develop and sell our products successfully, we may need to increase our spending levels in research and development, as well as in selling, marketing and administration. We may have
to incur these increased spending levels before knowing whether our products can be sold successfully.

We may need additional capital in the future. If additional capital is not available, we may have to curtail or cease operations.

We may need to raise more money to continue the research and development necessary to bring our products to market and to establish manufacturing and marketing
capabilities. We may seek additional funds through public and private stock offerings, arrangements with corporate partners, borrowings under lease lines of credit or other sources. If we cannot raise
more money we will have to reduce our capital expenditures, scale back our development of new products, reduce our workforce and license to others products or technologies that we otherwise would seek
to commercialize ourselves. The amount of money we will need will depend on many factors, including among others:



Additional
capital may not be available on terms acceptable to us, or at all. Any additional equity financing may be dilutive to stockholders, and debt financing, if available, may
include restrictive covenants.

Competing technologies may adversely affect us.

We expect to encounter intense competition from a number of companies that offer products in our targeted application areas. We anticipate that our competitors in
these areas will include:



If
we are successful in developing products in these areas, we will face competition from established companies and numerous development-stage companies that continually enter these
markets. In many instances, our competitors have substantially greater financial, technical, research and other resources and larger, more established marketing, sales, distribution and service
organizations than us. Moreover, these competitors may offer broader product lines and have greater name recognition than us and may offer discounts as a competitive tactic.

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In
addition, several development-stage companies are currently making or developing products that compete with or will compete with our potential products. Our competitors may succeed in
developing, obtaining FDA approval or marketing technologies or products that are more effective or commercially attractive than our potential products, or that render our technologies and potential
products obsolete.

As
these companies develop their technologies, they may develop proprietary positions that may prevent us from successfully commercializing products.

Also,
we may not have the financial resources, technical expertise or marketing, distribution or support capabilities to compete successfully in the future.

The uncertainty of patent and proprietary technology protection may adversely affect us.

Our success will depend in part on obtaining and maintaining meaningful patent protection on our inventions, technologies and discoveries. Our ability to compete
effectively will depend on our ability to develop and maintain proprietary aspects of our technology, and to operate without infringing the proprietary rights of others, or to obtain rights to
third-party proprietary rights, if necessary. Our pending patent applications may not result in the issuance of patents. Our patent applications may not have priority over others' applications, and
even if issued, our patents may not offer protection against competitors with similar technologies. Any patents issued to us may be challenged, invalidated or circumvented and the rights created
thereunder may not afford us a competitive advantage.

We
also rely upon trade secrets, technical know-how and continuing inventions to develop and maintain our competitive position. Others may independently develop substantially
equivalent proprietary information and techniques or otherwise gain access to our trade secrets or disclose our technology and we may not be able to meaningfully protect our trade secrets, or be
capable of protecting our rights to our trade secrets. We seek to protect our technology and patents, in part, by confidentiality agreements with our employees and contractors. Our employees may
breach their existing Proprietary Information, Inventions, and Dispute Resolution Agreements and these agreements may not protect our intellectual property. This could have a material adverse effect
on us.

Our products could infringe on the intellectual property rights of others, which may subject us to future litigation and cause us to be unable to
license technology from third parties.

Our commercial success also depends in part on us neither infringing valid, enforceable patents or proprietary rights of third parties, nor breaching any licenses
that may relate to our technologies and products. We are aware of other third-party patents that may relate to our technology. It is possible that we may unintentionally infringe these patents or
other patents or proprietary rights of third parties. We may in the future receive notices claiming infringement from third parties as well as invitations to take licenses under third-party patents.
Any legal action against us or our collaborative partners claiming damages and seeking to enjoin commercial activities relating to our products and processes affected by third-party rights may require
us or our collaborative partners to obtain licenses in order to continue to manufacture or market the affected products and processes. In addition, these actions may subject us to potential liability
for damages. We or our collaborative partners may not prevail in an action and any license required under a patent may not be made available on commercially acceptable terms, or at all.

There
are many U.S. and foreign patents and patent applications held by third parties in our areas of interest, and we believe that, besides our current litigation with CombiMatrix and
Dr. Montgomery described below, there may be significant other litigation in the industry regarding patent and other intellectual property rights. Additional litigation could result in
substantial costs and the diversion of management's efforts regardless of the result of the litigation. Additionally, the defense and prosecution of interference proceedings before the U.S. Patent and
Trademark Office, or USPTO, and related administrative proceedings would result in substantial expense to us and significant diversion of effort

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by our technical and management personnel. We may in the future become subject to USPTO interference proceedings to determine the priority of inventions. In addition, laws of some foreign countries
do not protect intellectual property to the same extent as do laws in the U.S., which may subject us to additional difficulties in protecting our intellectual property in those countries.

We
are aware of U.S. and European patents and patent applications owned by Oxford Gene Technology ("OGT"). We have opposed one allowed European Patent which had broad claims to array
technology for analyzing a predetermined polynucleotide sequence. OGT's position with respect to the opposed patent is that the claims relate to what it terms the "diagnostic mode." Those claims have
now been narrowed before the Opposition Division to the point that, if these claims remain final before the European Patent Office, we believe they would not be infringed by our technology. In the
Oral Proceedings before the Opposition Division on November 13, 14, and 15, 2001, the Division determined that the claims' language must be limited to arrays with "smooth, impermeable'
surfaces. If the decision of the Opposition Division is successfully appealed by OGT and the original claims are reinstated, or if an application relating to arrays issued in another country with
claims as broad as the original European patent, we would be subject to infringement accusations that could delay or preclude sales of some or all of our anticipated diagnostic products.

We were and are currently involved in intellectual property litigation that was and is costly, time-consuming and may impact our competitive
position.

In July 2001, we entered into a settlement agreement with Motorola, Genometrix and MIT concluding the declaratory judgment action by us against Motorola,
Genometrix and MIT and Motorola's counterclaim against us. In connection with the settlement, we have secured a license from Motorola to certain claims of the "939 Patent. In exchange, Nanogen paid
the parties involved a total of $2.5 million in cash and $2.5 million in Nanogen common stock (equal to 416,666 shares based upon a per share price of $6.00, the fair market value on the
date of settlement). The settlement does not include any cross-licensing provisions of Nanogen technology to Motorola, Genometrix or MIT. Nanogen's lawsuit and Motorola's counterclaim have now been
dismissed.

In
November 2000, we filed a complaint against CombiMatrix Corp. ("CombiMatrix") and Dr. Donald Montgomery in the United States District Court for the Southern District of
California. Dr. Montgomery is a former Nanogen employee now affiliated with CombiMatrix. The Nanogen complaint alleges that the naming of Dr. Montgomery as the sole inventor on U.S.
Patent No. 6,093,302,
entitled "Electrochemical Solid Phase Synthesis" (the "302 patent"), and assignment of the "302 patent to CombiMatrix were incorrect and that the invention was made by Nanogen employees. The complaint
also alleges that inventions disclosed in the patent were Nanogen trade secrets and that CombiMatrix and Dr. Montgomery misappropriated these trade secrets by their actions, including
publishing those trade secrets in patent applications. Nanogen's complaint seeks correction of inventorship, assignment of rights in the patent to Nanogen, an injunction preventing disclosure of trade
secrets and damages for trade secret misappropriation.

In
December 2000, CombiMatrix and Dr. Montgomery filed a motion to dismiss Nanogen's complaint. In January 2001, the motion was denied as to all claims except a
claim for conversion, as to which the motion was granted without prejudice. We elected not to amend our complaint as to the conversion claim. On March 9, 2001, CombiMatrix and
Dr. Montgomery answered Nanogen's complaint, asserted various affirmative defenses and filed a counterclaim for breach of contract against Nanogen for unspecified damages allegedly arising from
the filing of the complaint at a time when CombiMatrix had announced its intent to make an initial public offering of its shares. The counterclaim asserts that Nanogen, by filing its complaint,
breached a settlement agreement entered into between Nanogen and Dr. Montgomery in 1996. On May 14, 2001, Nanogen filed a motion to dismiss CombiMatrix's counterclaim, which was denied
on July 27, 2001.

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In
April 2002, we filed a motion for leave to amend its complaint to add a cause of action against Dr. Montgomery for fraudulent inducement to enter into a 1996 settlement
agreement with us and to add to our claims against CombiMatrix and Dr. Montgomery an additional patent that was recently issued to CombiMatrix. In June 2002, the court permitted us to
amend our complaint to include the additional claim and additional patent.

In
July 2002, the Court denied a partial summary judgment motion made by CombiMatrix and Dr. Montgomery relating to certain of the our claims. In their motion for summary
judgment, CombiMatrix and Dr. Montgomery argued that certain trade secrets that we contend Dr. Montgomery misappropriated were not delineated in the prior settlement agreement between
Dr. Montgomery and us, and as a result, we were precluded from bringing our claims. The Court, however, disagreed with CombiMatrix's and Dr. Montgomery's interpretation of the settlement
agreement. The Court ruled that the settlement agreement, in which Dr. Montgomery agreed not to misappropriate any of the our trade secrets, was not limited to the specific trade secrets
mentioned therein. The Court also rejected CombiMatrix's and Dr. Montgomery's contention that the settlement agreement released Dr. Montgomery from all claims except for those arising
out of that agreement.

No
assurances can be given that we will prevail in the lawsuit or that we can successfully defend ourselves against the counterclaim. We are expending considerable financial resources
and managerial efforts prosecuting the lawsuit and defending against Dr. Montgomery's and CombiMatrix's counterclaim. We may not prevail in the action, which could have a material adverse
effect on us if the Court determines that as a result of any action by Nanogen, it must compensate CombiMatrix or
Dr. Montgomery for any alleged damages they suffered as a result. Discovery is currently ongoing in this lawsuit and trial is scheduled for November 2002.

The regulatory approval process is expensive, time consuming, uncertain and may prevent us from obtaining required approvals for the commercialization
of our products.

We anticipate that the manufacturing, labeling, distribution and marketing of any potential diagnostic products we may develop will be subject to regulation in
the U.S. and other countries. These regulations could subject us to several problems such as:



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In the U.S., the Food and Drug Administration, or FDA, regulates as medical devices most test systems, kits, and reagents that are marketed for humanin
vitrodiagnostic use. Pursuant to the Federal Food, Drug, and Cosmetic Act, the FDA regulates the preclinical and clinical testing, design, safety, effectiveness, manufacture,
labeling, distribution and promotion of medical devices. We will not be able to commence marketing or commercial sales in the U.S. of these products until we receive clearance or approval from the
FDA, which can be a lengthy, expensive and uncertain process. We have not applied for FDA or other regulatory approvals with respect to any of our products under development. We may experience
difficulties that could delay or prevent the successful development, introduction and marketing of proposed products. Regulatory clearance or approval of any proposed products may not be granted by
the FDA or foreign regulatory authorities on a timely basis, if at all. Noncompliance with applicable FDA requirements can result in:



The
FDA also has the authority to request the recall, repair, replacement or refund of the cost of any regulated device that may eventually be manufactured or distributed by us. Any
devices manufactured or distributed by us pursuant to FDA clearance or approvals are subject to thorough and continuing regulation by the FDA and certain state agencies, including the California
Department of Health Services.

We depend on suppliers for materials that could impair our ability to manufacture our products.

Outside vendors provide key components and raw materials used by us and Hitachi in the manufacture of our products. Although we believe that alternative sources
for these components and raw materials are available, any supply interruption in a limited or sole source component or raw material would harm our and Hitachi's ability to manufacture our products
until a new source of supply is identified and qualified. In addition, an uncorrected defect or supplier's variation in a component or raw material, either unknown to us or Hitachi or incompatible
with our or Hitachi's manufacturing processes, could harm our or Hitachi's ability to manufacture products. We or Hitachi may not be able to find a sufficient alternative supplier in a reasonable time
period, or on commercially reasonable terms, if at all. If we or Hitachi fail to obtain a supplier for the manufacture of components of our potential products, we may be forced to curtail or cease
operations.

We may not be able to manufacture products on a commercial scale.

Hitachi manufactures our NanoChip® System and we manufacture our NanoChip® Cartridges, and Factor V ASR. We and Hitachi rely on
subcontractors to manufacture the limited quantities of microchips and other components we require for use by and sale to our customers, as well as for internal and collaborative purposes.
Manufacturing, supply and quality control problems may arise as we or Hitachi either alone, together or with subcontractors, attempt to scale up manufacturing procedures. We or Hitachi may not be able
to scale-up in a timely manner or at a commercially reasonable cost. Problems could lead to delays or pose a threat to the ultimate commercialization of our products and cause us to fail.

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We
or Hitachi or any of our contract manufacturers could encounter manufacturing difficulties, including:



Our
manufacturing facilities and those of Hitachi and any other of our contract manufacturers are or will be subject to periodic regulatory inspections by the FDA and other federal,
state and international regulatory agencies and these facilities are or may become subject to Quality System Regulation, or QSR, requirements of the FDA. If we, Hitachi or our third-party
manufacturers, fail to maintain facilities in accordance with QSR regulations, other international quality standards or other regulatory requirements then the manufacture process could be suspended or
terminated which would harm us.

Lead times for obtaining materials and components and the manufacturing and introduction of our products may vary significantly which could lead to
excess inventory levels as well as shortages of critical components and products if our supply and demand forecasts are inaccurate.

We anticipate that our products including our analyte specific reagents will be manufactured and introduced by us based on forecasted demand and will seek to
purchase components and materials in anticipation of the actual receipt of purchase orders for our products from customers. Lead times for materials and components to be included in our products vary
significantly and may depend on factors such as the business practices of each specific supplier and the terms of the particular contracts, as well as the overall market demand for such materials and
components at any given time. Also, we often rely on our own and third party forecasted demand for various of our products and the accuracy of such forecasts may depend on a number of factors,
including but not limited to, government reports and recommendations for certain genetic testing, regulatory burdens, competitive products, the nature and effectiveness of our products, the timing and
extent of the introduction of our products into the marketplace and other factors. If the forecasts are inaccurate, we could experience fluctuations in excess inventory of our products, or shortages
of critical components or products, either of which could cause our business to suffer.

We currently rely on one manufacturer of our Workstation and for certain future generations of the Workstation and other hardware products, and only we
manufacture our NanoChip® Cartridges, and Factor V ASR, which may delay the manufacture and shipment of our products to customers.

We have signed an exclusive manufacturing agreement with Hitachi to manufacture our NanoChip® Workstation and a collaboration agreement to exclusively
manufacture certain of our other second generation Workstations and other hardware products to be developed, subject to certain terms and conditions in each agreement. We have retained exclusive
rights pursuant to each agreement to manufacture the NanoChip® Cartridges. Pursuant to the manufacturing agreement and the collaboration agreement, each party is obligated to provide the
other with certain notice periods if such party determines to curtail or terminate the manufacturing relationship. Nevertheless, while alternative manufacturers of our Workstation and other products
currently exist, a lengthy process would be required to negotiate and begin work under a manufacturing agreement with a new manufacturer which could disrupt our manufacturing process and harm our
business.

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Energy shortages may adversely impact our operations.

California had been experiencing shortages of electrical power and other energy sources. This condition has periodically resulted in rolling brownouts, or the
temporary and generally unannounced loss of the primary electrical power source. Our laboratory facility in San Diego is powered by electricity. We do not have secondary electrical power sources to
mitigate the impacts of temporary or longer-term electrical outages. It is not anticipated that the power shortages will abate soon, and therefore, our operating facilities may experience
brown-outs, black-outs, or other consequences of the shortage, and may be subject to usage restrictions or other energy consumption regulations that could adversely impact or
disrupt our research and development, manufacturing and other activities.

The number of our sales and marketing employees may not result in corresponding numbers of sales or placements of the
NanoChip®System.

At June 30, 2002, we had thirty-one employees in our sales and marketing group. In addition, in July 2000, we incorporated a subsidiary,
Nanogen Europe B.V. in The Netherlands as our European sales office. At June 30, 2002, this office employed ten European-based sales executives and support personnel in the United Kingdom,
Germany, The Netherlands and Denmark.

Developing,
training and monitoring this sales and marketing force has required and will further require capital and time expenditures by Nanogen and certain of its employees. The size
of our sales and marketing force may not result in corresponding numbers of sales or placements of the NanoChip® System nor increased product revenues associated with such sales or
placements or our ASR's or other products. Nanogen may be required to increase or decrease the size of this sales and marketing force as deemed necessary and such increases or decreases in staff will
require additional capital and time expenditures by Nanogen and its employees.

Failure to expand our international sales as we intend would reduce our ability to become profitable.

We expect that a portion of our sales will be made outside the United States. A successful international effort will require us to develop relationships with
international customers and partners. We may not be able to identify, attract or retain suitable international customers and distribution partners. As a result, we may be unsuccessful in our
international expansion efforts. Furthermore, expansion into international markets will require us to continue to establish and expand foreign sales and marketing efforts, hire additional sales and
marketing personnel and maintain good relations with our foreign customers and distribution partners.

International
operations involve a number of risks not typically present in domestic operations, including:



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Our
international sales and marketing efforts will also be subject to the risks associated with the imposition of legislation and regulations relating to the import or export of high
technology products. We cannot predict whether tariffs or restrictions upon the importation or exportation of our products will be implemented by the United States or other countries.

We
may lose money when we exchange foreign currency received from international sales into US dollars. A portion of our business is expected to be conducted in currencies other than the
U.S. dollar.
We recognize foreign currency gains or losses arising from our operations in the period incurred. As a result, currency fluctuations between the US dollar and the currencies in which we do business
will cause foreign currency transaction gains and losses. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved,
the variability of currency exposure and the potential volatility of currency exchange rates. We currently do not engage in foreign exchange hedging transactions to manage our foreign currency
exposure.

We may have significant product liability exposure.

We face an inherent business risk of exposure to product liability and other claims in the event that our technologies or products are alleged to have caused
harm. These risks are inherent in the testing, manufacturing and marketing of our products. We may not be able to obtain insurance for such potential liability on acceptable terms with adequate
coverage, or at reasonable costs. Any potential product liability claims could exceed the amount of our insurance coverage or may be excluded from coverage under the terms of the policy. Our
insurance, once obtained, may not be renewed at a cost and level of coverage comparable to that then in effect.

If we lose our key personnel or are unable to attract and retain additional personnel, we may not be able to pursue collaborations or develop our own
products.

We are highly dependent on the principal members of our scientific, manufacturing, marketing, administrative, management and executive personnel, the loss of
whose services might significantly delay or prevent the achievement of our objectives. We face competition from other companies, academic institutions, government entities and other organizations in
attracting and retaining personnel. For the six months ended June 30, 2002 the rate of turnover at all levels of the Company was 19.3%. For the years ended December 31, 2001 and 2000 the
turnover rates of the Company were 31% and 19%, respectively. Turnover at these rates may, and if they continue, adversely affect the Company.

Health care reform and restrictions on reimbursement may limit our returns on potential products.

Our ability to earn sufficient returns on our products will depend in part on the extent to which reimbursement for our products and related treatments will be
available from:



If
appropriate reimbursement cannot be obtained, we could be prevented from successfully commercializing our potential products.

There
are efforts by governmental and third party payors to contain or reduce the costs of health care through various means. We expect that there will continue to be a number of
legislative proposals to implement government controls. The announcement of proposals or reforms could impair our ability to raise capital. The adoption of proposals or reforms could impair our
business.

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Additionally,
third party payors are increasingly challenging the price of medical products and services. If purchasers or users of our products are not able to obtain adequate
reimbursement for the cost of using our products, they may forego or reduce their use. Significant uncertainty exists as to the reimbursement status of newly approved health care products, and whether
adequate third party coverage will be available.

If ethical and other concerns surrounding the use of genetic information become widespread, we may have less demand for our products.

Genetic testing has raised ethical issues regarding confidentiality and the appropriate uses of the resulting information. For these reasons, governmental
authorities may call for limits on or regulation of the use of genetic testing or prohibit testing for genetic predisposition to certain conditions, particularly for those that have no known cure. Any
of these scenarios could reduce the potential markets for our products, which could seriously harm our business, financial condition and results of operations.

We use hazardous materials in our business. Any claims relating to improper handling, storage or disposal of these materials could be time consuming and
costly.

Our research and development processes involve the controlled storage, use and disposal of hazardous materials including, but not limited to, biological hazardous
materials and radioactive compounds. We
are subject to federal, state and local regulations governing the use, manufacture, storage, handling and disposal of materials and waste products. Although we believe that our safety procedures for
handling and disposing of these hazardous materials comply with the standards prescribed by law and regulation, the risk of accidental contamination or injury from hazardous materials cannot be
completely eliminated. In the event of an accident, we could be held liable for any damages that result, and any liability could exceed the limits or fall outside the coverage of our insurance. We may
not be able to maintain insurance on acceptable terms, or at all. We could be required to incur significant costs to comply with current or future environmental laws and regulations.

Our stock price could continue to be highly volatile and our stockholders may not be able to resell their shares at or above the price they paid for
them.

The market price of our common stock, like that of many other life sciences companies, has been highly volatile and is likely to continue to be highly volatile.
The following factors, among others, could have a significant impact on the market price of our common stock:



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Our anti-takeover provisions could discourage potential takeover attempts and make attempts by stockholders to change management more
difficult.

The approval of two-thirds of our voting stock is required to approve some transactions and to take some stockholder actions, including the calling of
a special meeting of stockholders and the amendment of any of the anti-takeover provisions contained in our certificate of incorporation. Further, pursuant to the terms of our stockholder
rights plan adopted in November 1998, as amended, we have distributed a dividend of one right for each outstanding share of common stock. These rights will cause substantial dilution to the
ownership of a person or group that attempts to acquire us on terms not approved by our board of directors and may have the effect of deterring hostile takeover attempts.

If we make any acquisitions, we will incur a variety of costs and may never realize the anticipated benefits.

If appropriate opportunities become available, we may attempt to acquire businesses, technologies, services or products that we believe are a strategic fit with
our business. We currently have no commitments or agreements with respect to any material acquisitions. If we do undertake any transaction of this sort, the process of integrating an acquired
business, technology, service or product may result in operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development
of our business. Moreover, we may never realize the anticipated benefits of any acquisition. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of
debt, contingent liabilities and/or amortization expenses related to certain intangible assets, which could adversely affect our results of operations and financial condition.

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Short-term investments.We invest our excess cash in short-term, interest-bearing investment-grade
securities that primarily are held for the duration of the term of the respective instrument. We have not utilized derivative financial instruments, derivative commodity instruments or other market
risk sensitive instruments, positions or transactions in any material fashion. Accordingly, we believe that, while the instruments we hold are subject to changes in the financial standing of the
issuer of such securities, we are not subject to any material risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes
that affect market risk sensitive instruments.

Foreign currency rate fluctuations.The functional currency for our Netherlands and German subsidiaries is the U.S. dollar
and euro, respectively. The German subsidiary's accounts are translated from the euro to the U.S. dollar using the current exchange rate in effect at the balance sheet date for balance sheet accounts,
and using the average exchange rate during the period for revenues and expense accounts. The effects of translation are recorded in accumulated other comprehensive income in the consolidated financial
statements included herein. In certain instances, our subsidiaries conduct business with customers and vendors in euros or in other local European currencies. Exchange gains and losses arising from
these transactions are recorded using the actual exchange rate differences on the date of the transaction. We have not taken any action to reduce our exposure to changes in foreign currency exchange
rates, such as options or futures contracts, with respect to transactions with our European customers and vendors. The net tangible assets of our subsidiaries, excluding intercompany balances, is
$1.7 million at June 30, 2002.

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PART IIOTHER INFORMATION

Item 1.    Legal Proceedings

Please see discussion of legal proceedings at note 5 in the Notes to the Consolidated Financial Statements included elsewhere in this report.

Item 2.    Changes in Securities

(c)  Pursuant
to a license agreement between Bio-Rad Laboratories, Inc. ("Bio-Rad") and us entered into in June 2002, we issued 254,151
shares of our common stock to Bio-Rad valued at approximately $750,000 on the date of issuance based upon a per share price of $2.951, the average fair market value for fifteen days ending
on the date of execution of the agreement. These shares were issued in return for license rights. Based in part upon the representations of Bio-Rad, we issued these shares pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. These shares have certain registration rights.

Pursuant
to a license agreement between Genetic Technologies Limited ("Genetic Technologies") and us entered into in April 2002, we issued a warrant exercisable through
April 12, 2007 to purchase 50,000 shares of our common stock at a per share price of $4.10, the fair market value on the effective date of the agreement. The warrant has a term of five years,
and was issued in return for license rights. Based in part upon the representations of Genetic Technologies, the warrant was issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.

Item 4.    Submission of Matters to a Vote of Security Holders



Name of Nominee

No. of Votes For

No. of Votes WithheldHoward C. Birndorf

17,941,175

699,340Robert E. Whalen

18,018,321

622,194




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Item 6.    Exhibits and Reports on Form 8-K



|10.1  |     | Severance Agreement between the Company and Ira Marks, dated May 1, 2002                       
|----- | --- | -----------------------------------------------------------------------------------------------
|10.2  |     | Severance Agreement between the Company and William Franzblau, dated May 1, 2002               
|10.3  |     | Severance Agreement between the Company and David Macdonald, dated May 1, 2002                 
|10.4  |     | Severance Agreeement between the Company and Joseph Turgeon, dated May 21, 2002                
|10.5  |     | Indemnification Agreement between the Company and Ira Marks, dated May 1, 2002                 
|10.6  |     | Indemnification Agreement between the Company and William Franzblau, dated April 4, 2002       
|10.7  |     | Indemnification Agreement between the Company and David Macdonald, dated May 1, 2002           
|10.8  |     | Indemnification Agreement between the Company and Robert Whalen, dated April 16, 2002          
|10.9  |     | Warrant Agreement between the Company and Genetic Technologies, Ltd., dated April 12, 2002     
|10.10 |     | 2002 Stock Bonus Plan                                                                          
|10.11 | (1) | 1997 Stock Incentive Plan, as amended                                                          
|99.1  |     | Chief Executive Officer and Chief Financial Officer Certification Letter, dated August 13, 2002

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NANOGEN, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

|     |  |                 |  |  |  | NANOGEN, INC.                                                                                                                       
|---- |  | --------------- |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------
|Date |  | August 13, 2002 |  |  |  | /s/HOWARD C. BIRNDORFHoward C. Birndorf
Chairman of the Board and Executive Chairman (Principal Executive Officer)                  
|     |  |                 |  |  |  |                                                                                                                                     
|Date |  | August 13, 2002 |  |  |  | /s/GERARD A. WILLSGerard A. Wills
Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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NANOGEN, INC.  EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------
|10.1        |  | Severance Agreement between the Company and Ira Marks, dated May 1, 2002                       
|10.2        |  | Severance Agreement between the Company and William Franzblau, dated May 1, 2002               
|10.3        |  | Severance Agreement between the Company and David Macdonald, dated May 1, 2002                 
|10.4        |  | Severance Agreeement between the Company and Joseph Turgeon, dated May 21, 2002                
|10.5        |  | Indemnification Agreement between the Company and Ira Marks, dated May 1, 2002                 
|10.6        |  | Indemnification Agreement between the Company and William Franzblau, dated April 4, 2002       
|10.7        |  | Indemnification Agreement between the Company and David Macdonald, dated May 1, 2002           
|10.8        |  | Indemnification Agreement between the Company and Robert Whalen, dated April 16, 2002          
|10.9        |  | Warrant Agreement between the Company and Genetic Technologies, Ltd., dated April 12, 2002     
|10.10       |  | 2002 Stock Bonus Plan                                                                          
|99.1        |  | Chief Executive Officer and Chief Financial Officer Certification Letter, dated August 13, 2002

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